Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 5, 2023, Vista Outdoor Inc. ("Vista Outdoor" or the "Company") entered into a retention award agreement with Mark Kowalski, the Company's Controller and Chief Accounting Officer, pursuant to which Mr. Kowalski will be granted on January 15, 2023 (the "Grant Date") a restricted stock unit award for a total of 8,322 shares of the Company (the "RSU Retention Award") in recognition of his critical role in the execution of the separation of the Outdoor Products and Shooting Sports segments within Vista Outdoor (the "Separation") and delivering value for the Company's stockholders. Subject to his continued employment with the Company through the respective vesting dates, the RSU Retention Award will vest as follows: (i) 25% or 2,080 shares will vest on the first anniversary of the Grant Date regardless of the execution status of the Separation, and (ii) 75% or 6,242 shares will vest on the second anniversary of the Grant Date contingent on the execution of the Separation.

Item 9.01 Financial Statements and Exhibits



(c)      Exhibits.



   Exhibit
     No.                                              Description
    10.1               Restricted Stock Unit Retention Award Agreement, dated January 5, 2023, by
                     and between Vista Outdoor Inc. and Mark Kowalski.
    10.4             Cover Page Interactive Data File - the cover page XBRL tags are embedded
                     within the Inline XBRL document





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